RFQQ_2435-857_Att_A_Sampl_Contract.pdf

DSHS Central Contract Services

6013PF Custom Professional Service Contract (7-18-2024) Page 1

SAMPLE SERVICES CONTRACT

Food Preparation & Meal Delivery Services

DSHS Contract Number:

2434-60147 Resulting From Procurement Number:

2435-857

This Contract is between the state of Washington Department of Social and Health Services (DSHS) and the Contractor identified below, and is governed by chapter 39.26 RCW.

Program Contract Number:

Contractor Contract Number:

CONTRACTOR NAME

Food Test Services CONTRACTOR doing business as (DBA)

CONTRACTOR ADDRESS

25 Food Tester Lane Olympia, WA 98504-1234

WASHINGTON UNIFORM

BUSINESS IDENTIFIER (UBI)

DSHS INDEX NUMBER

146192

CONTRACTOR CONTACT

Foodtester John

CONTRACTOR TELEPHONE

(360) 999-9999

CONTRACTOR FAX

CONTRACTOR E-MAIL ADDRESS

jfood@gmail.com

DSHS ADMINISTRATION

Behavior Health Administration

DSHS DIVISION

BHA Headquarters

DSHS CONTRACT CODE

1000PC-34

DSHS CONTACT NAME AND TITLE

Kiara Moses Contracts Manager

DSHS CONTACT ADDRESS

20311 Old Hwy 9 SW

Centralia, WA 98531

DSHS CONTACT TELEPHONE

Click here to enter text.

DSHS CONTACT FAX

Click here to enter text.

DSHS CONTACT E-MAIL ADDRESS

Kiara.moses2@dshs.wa.gov

IS THE CONTRACTOR A SUBRECIPIENT FOR PURPOSES OF THIS CONTRACT?

No

ASSISTANCE LISTING NUMBER(S)

CONTRACT START DATE

10/01/2024

CONTRACT END DATE

09/30/2026

CONTRACT MAXIMUM AMOUNT

$1.00

EXHIBITS. The following Exhibits are attached and are incorporated into this Contract by reference:

Exhibits (specify): Exhibit A - Data Security Requirements

No Exhibits.

The terms and conditions of this Contract are an integration and representation of the final, entire and exclusive understanding between the parties superseding and merging all previous agreements, writings, and communications, oral or otherwise, regarding the subject matter of this Contract. The parties signing below represent that they have read and understand this Contract, and have the authority to execute this Contract. This Contract shall be binding on DSHS only upon signature by DSHS.

CONTRACTOR SIGNATURE

Draft - Please Do Not Sign

PRINTED NAME AND TITLE

DATE SIGNED

DSHS SIGNATURE

Draft - Please Do Not Sign

PRINTED NAME AND TITLE

DATE SIGNED

DSHS General Terms and Conditions

6013PF Custom Professional Service Contract (7-18-2024) Page 2

1. Definitions. The words and phrases listed below, as used in this Contract, shall each have the following definitions:

a. “Central Contracts and Legal Services” means the DSHS central headquarters contracting office, or successor section or office.

b. “Confidential Information” or “Data” means information that is exempt from disclosure to the public or other unauthorized persons under RCW 42.56 or other federal or state laws. Confidential Information includes, but is not limited to, Personal Information.

c. “Contract” or “Agreement” means the entire written agreement between DSHS and the Contractor, including any Exhibits, documents, or materials incorporated by reference. The parties may execute this contract in multiple counterparts, each of which is deemed an original and all of which constitute only one agreement. E-mail or Facsimile transmission of a signed copy of this contract shall be the same as delivery of an original.

d. “CCLS Chief” means the manager, or successor, of Central Contracts and Legal Services or successor section or office.

e. “Contractor” means the individual or entity performing services pursuant to this Contract and includes the Contractor’s owners, members, officers, directors, partners, employees, and/or agents, unless otherwise stated in this Contract. For purposes of any permitted Subcontract, “Contractor” includes any Subcontractor and its owners, members, officers, directors, partners, employees, and/or agents.

f. “Debarment” means an action taken by a Federal agency or official to exclude a person or business entity from participating in transactions involving certain federal funds.

g. “DSHS” or the “Department” means the state of Washington Department of Social and Health Services and its employees and authorized agents.

h. “Encrypt” means to encode Confidential Information into a format that can only be read by those possessing a “key;” a password, digital certificate or other mechanism available only to authorized users. Encryption must use a key length of at least 256 bits for symmetric keys, or 2048 bits for asymmetric keys. When a symmetric key is used, the Advanced Encryption Standard (AES) must be used if available.

i. “Personal Information” means information identifiable to any person, including, but not limited to, information that relates to a person’s name, health, finances, education, business, use or receipt of governmental services or other activities, addresses, telephone numbers, Social Security Numbers, driver license numbers, other identifying numbers, and any financial identifiers.

j. “Physically Secure” means that access is restricted through physical means to authorized individuals only.

k. “Program Agreement” means an agreement between the Contractor and DSHS containing special terms and conditions, including a statement of work to be performed by the Contractor and payment to be made by DSHS.

l. “RCW” means the Revised Code of Washington. All references in this Contract to RCW chapters or sections shall include any successor, amended, or replacement statute. Pertinent RCW chapters can be accessed at http://apps.leg.wa.gov/rcw/.

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m. “Regulation” means any federal, state, or local regulation, rule, or ordinance.

n. “Secured Area” means an area to which only authorized representatives of the entity possessing the Confidential Information have access. Secured Areas may include buildings, rooms or locked storage containers (such as a filing cabinet) within a room, as long as access to the Confidential Information is not available to unauthorized personnel.

o. “Subcontract” means any separate agreement or contract between the Contractor and an individual or entity (“Subcontractor”) to perform all or a portion of the duties and obligations that the Contractor is obligated to perform pursuant to this Contract.

p. “Tracking” means a record keeping system that identifies when the sender begins delivery of Confidential Information to the authorized and intended recipient, and when the sender receives confirmation of delivery from the authorized and intended recipient of Confidential Information.

q. “Trusted Systems” include only the following methods of physical delivery: (1) hand-delivery by a person authorized to have access to the Confidential Information with written acknowledgement of receipt; (2) United States Postal Service (“USPS”) first class mail, or USPS delivery services that include Tracking, such as Certified Mail, Express Mail or Registered Mail; (3) commercial delivery services (e.g. FedEx, UPS, DHL) which offer tracking and receipt confirmation; and (4) the Washington State Campus mail system. For electronic transmission, the Washington State Governmental Network (SGN) is a Trusted System for communications within that Network.

r. “WAC” means the Washington Administrative Code. All references in this Contract to WAC chapters or sections shall include any successor, amended, or replacement regulation. Pertinent WAC chapters or sections can be accessed at http://apps.leg.wa.gov/wac/.

2. Amendment. This Contract may only be modified by a written amendment signed by both parties. Only personnel authorized to bind each of the parties may sign an amendment.

3. Assignment. The Contractor shall not assign this Contract or any Program Agreement to a third party without the prior written consent of DSHS.

4. Billing Limitations.

a. DSHS shall pay the Contractor only for authorized services provided in accordance with this Contract.

b. DSHS shall not pay any claims for payment for services submitted more than twelve (12) months after the calendar month in which the services were performed.

c. The Contractor shall not bill and DSHS shall not pay for services performed under this Contract, if the Contractor has charged or will charge another agency of the state of Washington or any other party for the same services.

5. Compliance with Applicable Law and Washington State Requirements.

a. Applicable Law. Throughout the performance of this Agreement, Contractor shall comply with all federal, state, and local laws, regulations, and executive orders to the extent they are applicable to this Agreement.

b. Civil Rights and Nondiscrimination. Contractor shall comply with all federal and state civil rights and nondiscrimination laws, regulations, and executive orders to the extent they are applicable to

6013PF Custom Professional Service Contract (7-18-2024) Page 4 this Agreement, including, but not limited to, and as amended, Titles VI and VII of the Civil Rights Act of 1964; Sections 503 and 504 of the Rehabilitation Act of 1973; the Americans with Disabilities Act (ADA); Executive Order 11246; the Health Insurance Portability and Accountability Act of 1996 (HIPAA); the Age Discrimination in Employment Act of 1967, the Age Discrimination Act of 1975, the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, and Chapter 49.60 of the Revised Code of Washington, Washington’s Law Against Discrimination. These laws, regulations and executive orders are incorporated by reference herein to the extent that they are applicable to the Contract and required by law to be so incorporated.

In the event of the Contractor’s noncompliance or refusal to comply with any applicable nondiscrimination laws, regulations, and executive orders, this Agreement may be rescinded, canceled, or terminated in whole or in part.

c. Nondiscrimination.

(1) Nondiscrimination Requirement. During the term of this Contract, Contractor, including any subcontractor, shall not discriminate on the bases enumerated at RCW 49.60.530(3). In addition, Contractor, including any subcontractor, shall give written notice of this nondiscrimination requirement to any labor organizations with which Contractor, or subcontractor, has a collective bargaining or other agreement.

(2) Obligation to Cooperate. Contractor, including any subcontractor, shall cooperate and comply with any Washington state agency investigation regarding any allegation that Contractor, including any subcontractor, has engaged in discrimination prohibited by this Contract pursuant to RCW 49.60.530(3).

d. Certification Regarding Russian Government Contracts and/or Investments. Contractor shall abide by the requirements of Governor Jay Inslee’s Directive 22-03 and all subsequent amendments. The Contractor, by signature to this Contract, certifies that the Contractor is not presently an agency of the Russian government, an entity which is Russian-state owned to any extent, or an entity sanctioned by the United States government in response to Russia’s invasion of Ukraine. The Contractor also agrees to include the above certification in any and all Subcontracts into which it enters. The Contractor shall immediately notify DSHS if, during the term of this Contract, Contractor does not comply with this certification. DSHS may immediately terminate this Contract by providing Contractor written notice if Contractor does not comply with this certification during the term hereof.

6. Confidentiality.

a. The Contractor shall not use, publish, transfer, sell or otherwise disclose any Confidential Information gained by reason of this Contract for any purpose that is not directly connected with Contractor’s performance of the services contemplated hereunder, except:

(1) as provided by law; or,

(2) in the case of Personal Information, with the prior written consent of the person or personal representative of the person who is the subject of the Personal Information.

b. The Contractor shall protect and maintain all Confidential Information gained by reason of this Contract against unauthorized use, access, disclosure, modification or loss. This duty requires the Contractor to employ reasonable security measures, which include restricting access to the Confidential Information by:

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(1) Allowing access only to staff that have an authorized business requirement to view the Confidential Information.

(2) Physically Securing any computers, documents, or other media containing the Confidential Information.

(3) Ensure the security of Confidential Information transmitted via fax (facsimile) by:

(a) Verifying the recipient phone number to prevent accidental transmittal of Confidential Information to unauthorized persons.

(b) Communicating with the intended recipient before transmission to ensure that the fax will be received only by an authorized person.

(c) Verifying after transmittal that the fax was received by the intended recipient.

(4) When transporting six (6) or more records containing Confidential Information, outside a Secured Area, do one or more of the following as appropriate:

(a) Use a Trusted System.

(b) Encrypt the Confidential Information, including:

i. Encrypting email and/or email attachments which contain the Confidential Information.

ii. Encrypting Confidential Information when it is stored on portable devices or media, including but not limited to laptop computers and flash memory devices.

Note: If the DSHS Data Security Requirements Exhibit is attached to this contract, this item, 6.b.(4), is superseded by the language contained in the Exhibit.

(5) Send paper documents containing Confidential Information via a Trusted System.

(6) Following the requirements of the DSHS Data Security Requirements Exhibit, if attached to this contract.

c. Upon request by DSHS, at the end of the Contract term, or when no longer needed, Confidential Information shall be returned to DSHS or Contractor shall certify in writing that they employed a DSHS approved method to destroy the information. Contractor may obtain information regarding approved destruction methods from the DSHS contact identified on the cover page of this Contract.

d. Paper documents with Confidential Information may be recycled through a contracted firm, provided the contract with the recycler specifies that the confidentiality of information will be protected, and the information destroyed through the recycling process. Paper documents containing Confidential Information requiring special handling (e.g. protected health information) must be destroyed on-site through shredding, pulping, or incineration.

e. Notification of Compromise or Potential Compromise. The compromise or potential compromise of Confidential Information must be reported to the DSHS Contact designated on the contract within one (1) business day of discovery. Contractor must also take actions to mitigate the risk of loss and comply with any notification or other requirements imposed by law or DSHS.

7. Debarment Certification. The Contractor, by signature to this Contract, certifies that the Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded

6013PF Custom Professional Service Contract (7-18-2024) Page 6 by any Federal department or agency from participating in transactions (Debarred). The Contractor also agrees to include the above requirement in any and all Subcontracts into which it enters. The Contractor shall immediately notify DSHS if, during the term of this Contract, Contractor becomes Debarred. DSHS may immediately terminate this Contract by providing Contractor written notice if Contractor becomes Debarred during the term hereof.

8. E-Signature and Records. An electronic signature or electronic record of this Contract or any other ancillary agreement shall be deemed to have the same legal effect as delivery of an original executed copy of this Contract or such other ancillary agreement for all purposes.

9. Governing Law and Venue. This Contract shall be construed and interpreted in accordance with the laws of the state of Washington and the venue of any action brought hereunder shall be in Superior Court for Thurston County.

10. Independent Contractor. The parties intend that an independent contractor relationship will be created by this Contract. The Contractor and his or her employees or agents performing under this Contract are not employees or agents of the Department. The Contractor, his or her employees, or agents performing under this Contract will not hold himself/herself out as, nor claim to be, an officer or employee of the Department by reason hereof, nor will the Contractor, his or her employees, or agent make any claim of right, privilege or benefit that would accrue to such officer or employee.

11. Inspection. The Contractor shall, at no cost, provide DSHS and the Office of the State Auditor with reasonable access to Contractor’s place of business, Contractor’s records, and DSHS client records, wherever located. These inspection rights are intended to allow DSHS and the Office of the State Auditor to monitor, audit, and evaluate the Contractor’s performance and compliance with applicable laws, regulations, and these Contract terms. These inspection rights shall survive for six (6) years following this Contract’s termination or expiration.

12. Maintenance of Records. The Contractor shall maintain records relating to this Contract and the performance of the services described herein. The records include, but are not limited to, accounting procedures and practices, which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Contract. All records and other material relevant to this Contract shall be retained for six (6) years after expiration or termination of this Contract.

Without agreeing that litigation or claims are legally authorized, if any litigation, claim, or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved.

13. Order of Precedence. In the event of any inconsistency or conflict between the General Terms and Conditions and the Special Terms and Conditions of this Contract or any Program Agreement, the inconsistency or conflict shall be resolved by giving precedence to these General Terms and Conditions. Terms or conditions that are more restrictive, specific, or particular than those contained in the General Terms and Conditions shall not be construed as being inconsistent or in conflict.

14. Severability. If any term or condition of this Contract is held invalid by any court, the remainder of the Contract remains valid and in full force and effect.

15. Survivability. The terms and conditions contained in this Contract or any Program Agreement which, by their sense and context, are intended to survive the expiration or termination of the particular agreement shall survive. Surviving terms include, but are not limited to: Billing Limitations;

Confidentiality, Disputes; Indemnification and Hold Harmless, Inspection, Maintenance of Records, Notice of Overpayment, Ownership of Material, Termination for Default, Termination Procedure, and Treatment of Property.

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16. Contract Renegotiation, Suspension, or Termination Due to Change in Funding.

If the funds DSHS relied upon to establish this Contract or Program Agreement are withdrawn, reduced or limited, or if additional or modified conditions are placed on such funding, after the effective date of this contract but prior to the normal completion of this Contract or Program Agreement:

a. At DSHS’s discretion, the Contract or Program Agreement may be renegotiated under the revised funding conditions.

b. At DSHS’s discretion, DSHS may give notice to Contractor to suspend performance when DSHS determines that there is reasonable likelihood that the funding insufficiency may be resolved in a timeframe that would allow Contractor’s performance to be resumed prior to the normal completion date of this contract.

(1) During the period of suspension of performance, each party will inform the other of any conditions that may reasonably affect the potential for resumption of performance.

(2) When DSHS determines that the funding insufficiency is resolved, it will give Contractor written notice to resume performance. Upon the receipt of this notice, Contractor will provide written notice to DSHS informing DSHS whether it can resume performance and, if so, the date of resumption. For purposes of this subsubsection, “written notice” may include email.

(3) If the Contractor’s proposed resumption date is not acceptable to DSHS and an acceptable date cannot be negotiated, DSHS may terminate the contract by giving written notice to Contractor.

The parties agree that the Contract will be terminated retroactive to the date of the notice of suspension. DSHS shall be liable only for payment in accordance with the terms of this Contract for services rendered prior to the retroactive date of termination.

c. DSHS may immediately terminate this Contract by providing written notice to the Contractor. The termination shall be effective on the date specified in the termination notice. DSHS shall be liable only for payment in accordance with the terms of this Contract for services rendered prior to the effective date of termination. No penalty shall accrue to DSHS in the event the termination option in this section is exercised.

17. Waiver. Waiver of any breach or default on any occasion shall not be deemed to be a waiver of any subsequent breach or default. Any waiver shall not be construed to be a modification of the terms and conditions of this Contract. Only the CCLS Chief or designee has the authority to waive any term or condition of this Contract on behalf of DSHS.

Additional General Terms and Conditions – Professional Service Contracts:

18. Advance Payment. DSHS shall not make any payments in advance or anticipation of the delivery of services to be provided pursuant to this Contract.

19. Construction. The language in this Contract shall be interpreted as to its fair meaning and not strictly for or against any party. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Contract.

20. Contractor Certification Regarding Ethics. The Contractor certifies that the Contractor is now, and shall remain, in compliance with Chapter 42.52 RCW, Ethics in Public Service, throughout the term of this Contract.

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21. DES Filing Requirement. Under RCW 39.26, sole source contracts and amendments must be filed with the State of Washington Department of Enterprise Services (DES). If this Contract is one that must be filed, it shall not be effective nor shall work commence or payment be made until the fifteenth (15th) working day following the date of filing subject to DES approval. In the event DES fails to approve the Contract or any amendment hereto, the Contract or amendment shall be null and void.

22. Health and Safety. Contractor shall perform any and all of its obligations under this Contract in a manner that does not compromise the health and safety of any DSHS client with whom the Contractor has contact.

23. Indemnification and Hold Harmless.

a. The Contractor shall be responsible for and shall indemnify, defend, and hold DSHS harmless from any and all claims, costs, charges, penalties, demands, losses, liabilities, damages, judgments, or fines, of whatsoever kind of nature, arising out of or relating to a) the Contractor’s or any Subcontractor’s performance or failure to perform this Contract, or b) the acts or omissions of the Contractor or any Subcontractor.

b. The Contractor’s duty to indemnify, defend, and hold DSHS harmless from any and all claims, costs, charges, penalties, demands, losses, liabilities, damages, judgments, or fines shall include DSHS’ personnel-related costs, reasonable attorney’s fees, court costs, and all related expenses.

c. The Contractor waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend, and hold harmless the State and its agencies, officials, agents, or employees.

d. Nothing in this term shall be construed as a modification or limitation on the Contractor’s obligation to procure insurance in accordance with this Contract or the scope of said insurance.

24. Industrial Insurance Coverage. The Contractor shall comply with the provisions of Title 51 RCW, Industrial Insurance. If the Contractor fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees, as may be required by law, Agency may collect from the Contractor the full amount payable to the Industrial Insurance accident fund. The Agency may deduct the amount owed by the Contractor to the accident fund from the amount payable to the Contractor by the Agency under this contract, and transmit the deducted amount to the Department of Labor and Industries, (L&I) Division of Insurance Services. This provision does not waive any of L&I’s rights to collect from the Contractor.

25. Publicity. The Contractor shall not name DSHS as a customer, nor use any information related to this Contract, in any format or media, in any Contractor’s advertising or publicity without prior written consent from DSHS.

26. Notice of Overpayment. If the Contractor receives a vendor overpayment notice or a letter communicating the existence of an overpayment from DSHS, the Contractor may protest the overpayment determination by requesting an adjudicative proceeding. The Contractor’s request for an adjudicative proceeding must:

a. Be received by the Office of Financial Recovery (OFR) at Post Office Box 9501, Olympia, Washington 98507-9501, within twenty-eight (28) calendar days of service of the notice;

b. Be sent by certified mail (return receipt) or other manner that proves OFR received the request;

c. Include a statement as to why the Contractor thinks the notice is incorrect; and

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d. Include a copy of the overpayment notice.

Timely and complete requests will be scheduled for a formal hearing by the Office of Administrative Hearings. The Contractor may be offered a pre-hearing or alternative dispute resolution conference in an attempt to resolve the overpayment dispute prior to the hearing.

Failure to provide OFR with a written request for a hearing within twenty-eight (28) days of service of a vendor overpayment notice or other overpayment letter will result in an overpayment debt against the Contractor. DSHS may charge the Contractor interest and any costs associated with the collection of this overpayment. DSHS may collect an overpayment debt through lien, foreclosure, seizure and sale of the Contractor’s real or personal property; order to withhold and deliver; or any other collection action available to DSHS to satisfy the overpayment debt.

27. Site Security. While providing services at a DSHS location, the Contractor, its agents, employees, or Subcontractors shall conform in all respects with physical, fire, or other security regulations specific to the DSHS location.

28. Subcontracting. Except as otherwise provided in this Contract, the Contractor shall not Subcontract any of the contracted services without the prior written approval of DSHS. Contractor is responsible to ensure that all terms, conditions, assurances and certifications set forth in this Contract are included in any and all Subcontracts. Any failure of Contractor or its Subcontractors to perform the obligations of this Contract shall not discharge the Contractor from its obligations hereunder or diminish DSHS’ rights or remedies available under this Contract.

29. Subrecipients.

a. General. If the Contractor is a subrecipient of federal awards as defined by 2 CFR Part 200 and this Agreement, the Contractor shall:

(1) Maintain records that identify, in its accounts, all federal awards received and expended and the federal programs under which they were received, by Catalog of Federal Domestic Assistance (CFDA) title and number, award number and year, name of the federal agency, and name of the pass-through entity;

(2) Maintain internal controls that provide reasonable assurance that the Contractor is managing federal awards in compliance with laws, regulations, and provisions of contracts or grant agreements that could have a material effect on each of its federal programs;

(3) Prepare appropriate financial statements, including a schedule of expenditures of federal awards;

(4) Incorporate 2 CFR Part 200, Subpart F audit requirements into all agreements between the Contractor and its Subcontractors who are subrecipients;

(5) Comply with the applicable requirements of 2 CFR Part 200, including any future amendments to 2 CFR Part 200, and any successor or replacement Office of Management and Budget (OMB) Circular or regulation; and

(6) Comply with the Omnibus Crime Control and Safe streets Act of 1968, Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, Title II of the Americans with Disabilities Act of 1990, Title IX of the Education Amendments of 1972, The Age Discrimination Act of 1975, and The Department of Justice Non-Discrimination Regulations, 28 C.F.R. Part 42, Subparts C.D.E. and G, and 28 C.F.R. Part 35 and 39. (Go to https://ojp.gov/about/offices/ocr.htm for additional information and access to the aforementioned https://ojp.gov/about/offices/ocr.htm

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Federal laws and regulations.)

b. Single Audit Act Compliance. If the Contractor is a subrecipient and expends $750,000 or more in federal awards from any and/or all sources in any fiscal year, the Contractor shall procure and pay for a single audit or a program-specific audit for that fiscal year. Upon completion of each audit, the Contractor shall:

(1) Submit to the DSHS contact person the data collection form and reporting package specified in 2 CFR Part 200, Subpart F, reports required by the program-specific audit guide (if applicable), and a copy of any management letters issued by the auditor;

(2) Follow-up and develop corrective action for all audit findings; in accordance with 2 CFR Part 200, Subpart F; prepare a “Summary Schedule of Prior Audit Findings” reporting the status of all audit findings included in the prior audit's schedule of findings and questioned costs.

c. Overpayments. If it is determined by DSHS, or during the course of a required audit, that the Contractor has been paid unallowable costs under this or any Program Agreement, DSHS may require the Contractor to reimburse DSHS in accordance with 2 CFR Part 200.

30. Termination for Convenience. DSHS may terminate this Contract in whole or in part when it is in the best interest of DSHS by giving the Contractor at least thirty (30) calendar days’ written notice.

31. Termination for Default. The CCLS Chief may immediately terminate this Contract for default, in whole or in part, by written notice to the Contractor if DSHS has a reasonable basis to believe that the Contractor has:

a. Failed to meet or maintain any requirement for contracting with DSHS;

b. Failed to protect the health or safety of any DSHS client;

c. Failed to perform under, or otherwise breached, any term or condition of this Contract; and/or

d. Violated any applicable law or regulation.

If it is later determined that the Contractor was not in default, the termination shall be considered a termination for convenience.

32. Termination or Expiration Procedure. The following terms and conditions apply upon Contract termination or expiration:

a. The Contractor shall cease to perform any services required by this Contract as of the effective date of termination or expiration.

b. If the Contract is terminated, the Contractor shall comply with all instructions contained in the termination notice.

c. The Contractor shall immediately deliver to the DSHS contact named on page one of this Contract, or to his or her successor, all DSHS property in the Contractor’s possession. The Contractor grants DSHS the right to enter upon the Contractor’s premises for the sole purpose of recovering any DSHS property that the Contractor fails to return within ten (10) calendar days of the effective date of termination or expiration of this Contract. Upon failure to return DSHS property within ten (10) calendar days, the Contractor shall be charged with all reasonable costs of recovery, including transportation.

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d. DSHS shall be liable only for payment required under the terms of this Contract for service rendered up to the effective date of termination or expiration.

e. DSHS may withhold a sum from the final payment to the Contractor that DSHS determines necessary to protect DSHS against loss or additional liability.

f. The rights and remedies provided to DSHS in this Section are in addition to any other rights and remedies provided at law, in equity, and/or under this Contract, including consequential and incidental damages.

33. Treatment of Property. All property purchased or furnished by DSHS for use by the Contractor during this Contract term shall remain with DSHS. Title to all property purchased or furnished by the Contractor for which the Contractor is entitled to reimbursement by DSHS under this Contract shall pass to and vest in DSHS. The Contractor shall protect, maintain, and insure all DSHS property in its possession against loss or damage and shall return DSHS property to DSHS upon Contract termination or expiration.

34. Taxes.

a. Where required by statute or regulation, Contractor shall pay for and maintain in current status all taxes that are necessary for Contract performance. DSHS will pay sales or use taxes, if any, imposed on the services and materials acquired hereunder. Contractor must pay all other taxes including without limitation Washington Business and Occupation Tax, other taxes based on Contractor’s income or gross receipts, or personal property taxes levied or assessed on Contractor’s personal property. DSHS, as an agency of Washington State government, is exempt from property tax.

b. Contractor shall complete registration with the Washington State Department of Revenue and be responsible for payment of all taxes due on payments made under this Contract in accordance with the requirements of Title 82 RCW and Title 458 WAC. Out-of-state Contractors must contact the Department of Revenue to determine whether they meet criteria to register and establish an account with the Department of Revenue. Refer to WAC 458-20-101 (Tax registration and tax reporting) and call the Department of Revenue at 800-647-7706 for additional information. When out-of-state Contractors are not required to collect and remit sales tax, DSHS shall be responsible for paying use tax, if applicable, directly to the Department of Revenue.

c. All payments accrued on account of payroll taxes, unemployment contributions, any other taxes, insurance, or other expenses for Contractor or Contractor’s staff shall be Contractor’s sole responsibility.

http://apps.leg.wa.gov/rcw/default.aspx?Cite=82 http://apps.leg.wa.gov/wac/default.aspx?cite=458

Special Terms and Conditions

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1. Definitions Specific to Special Terms. The words and phrases listed below, as used in this Contract, shall each have the following definitions:

a. “Authorized Designee” means an individual who is designated in writing by the person who is identified in this Contract to provide an approval or direction, to act on such person’s behalf with regard to an approval or direction.

b. “Behavioral Health Administration” or “BHA” means the administration within the DSHS with responsibility for operating behavioral health facilities and programs including, Behavioral Health and Treatment Centers.

c. “Behavioral Health and Treatment Center”, “Residential Facility” or “Facility” means a BHA operated facility that includes the Maple Lane Campus and Brockmann Campus, and for purposes of this Contract, Facility shall also include the Olympic Heritage Behavioral Health Facility.

d. “BHA Staff” means the individuals assigned to prepare and serves Meals to Patients.

e. "Brockman Campus" or “BC” means the planned Behavioral Health & Treatment Center to be located at 16015 NE 50th Avenue, Vancouver, WA, 98686, and shall include all units and any additional units upon their opening.

f. “Census” means the number of Daily Meals ordered by BHA with respect to a specific Consumption Day.

g. “Contract Manager” means the individual identified as the DSHS Contact on page 1 of this Contract, responsible for overall contract management, monitoring Contractor performance, and payment authorization. For purposes of this Contract, the term “Contract Manager” shall include an Authorized Designee.

h. “Contractor Contact” means the individual employed by the Contractor and identified in this Contract, or their successor identified as provided in this Contract, with whom the Facility Liaison(s) will communicate regarding Services required under this Contract.

i. “Contractor Personnel” means any person assigned or permitted by Contractor to provide Services under this Contract including, but not limited to, food service workers, dieticians and transportation and delivery personnel. All references to “Contractor Personnel” shall include “Contractor.”

j. “Consumption Day” means the day that the Daily Meals will be consumed by Patients.

k. “Daily Meal” means the total of three (3) Meals, three (3) Snacks, and three (3) beverages that Contractor will deliver for each Patient included in the Census identified by the Facility Liaison(s) with respect to the Consumption Day.

l. “Daily Order” means orders received from the Facility Liaison(s) and delivered to each unit on the Maple Lane Campus.

m. “Dietary Meal” means requests by a BHA health provider that the ingredients of a Meal, Snack, and/or beverage be modified in order to meet specific dietary needs, limitations, or restrictions for a medical condition such as but not limited to allergies, diabetes, celiac disease, heart healthy, or hyper-tension; religious practices such as but not limited to Kosher and Halal; vegetarian; and vegan. Dietary Meals shall be comprehensive to include all USDA recommended food groups.

n. “Dietician” means the qualified professional possessing education, training and certification in the

6013PF Custom Professional Service Contract (7-18-2024) Page 13 field of dietetics who is responsible for assessing the nutritional content of Meals, Snacks, and beverages and for directing the cooking and preparation of Meals, Snacks, and beverages that meet the standard of nutrition as set forth in USDA Standards, Executive Order 13-06 and, when applicable, that also fulfill Dietary Meal requests.

o. “Facility Liaison(s)” means designated BHA Staff assigned to coordinate Daily Meals at a Facility.

p. “Food” means components of a Meal or Snack that comprise a Daily Meal.

q. “Food Service Worker” means an individual employed by the Contractor who holds a valid Washington State Food Handler’s Card and who cooks and handles Food and prepares and packages Meals and Snacks for delivery to BHA, in accordance with all local, state and federal health regulations.

r. “Hazard Analysis Critical Control Point Plan” or “HACCP Plan” means a plan that complies with FDA standards and DOH requirements regarding food safety hazards.

s. "Maple Lane Campus" or “MLC” means the Behavioral Health and Treatment Center located at 20311 Old Highway 9 Southwest, Centralia, Washington, 98531, and includes all units and any additional units upon their opening.

t. “Meal” means a specified portion of Food that has been cooked and prepared and is ready to heat and serve, which is intended to meet the Patient Dietary Requirements.

u. “Olympic Heritage Behavioral Health”, or “OHBH” means a behavioral health facility, located at 12844 Military Rd South, Tukwila, WA 98168.

v. “Order” means the communication, by the Facility Liaison to the Contractor Contact, of the number of Daily Meals that will be required by BHA with respect to one or more Consumption Days.

w. “Patient” or “Client” means an individual who is receiving inpatient treatment services at the Residential Facility.

x. “Patient Dietary Requirements” means the requirement that Meals and Snacks provide safe, healthy and adequate nutrition for Patients consistent with EO 13-06 and, when applicable, satisfy USDA and other regulatory standards and Dietary Meal requests.

y. “Regular Meal” means request by Facility Liaison for a Meal, Snack, or beverage without any dietary ingredient limitations or restrictions.

z. “Services” means the cooking, preparation, packaging, transportation and delivery of Daily Meals to BHA for its Patients.

aa. “Snack” means a specified portion of Food, smaller than a Meal, and is limited to fresh fruit, fresh vegetables, and yogurt, which has been prepared to meet Patient Dietary Requirements and is ready to serve.

bb. “Special Menu Items” means additional items requested by BHA Facility Liaisons for events and holidays that are not part of the Daily Meal and are billed separately.

2. Purpose. The purpose of this Contract is to provide Food Preparation and Meal Delivery Services, 7 days per week, 365 days per year for BHA Facilities.

6013PF Custom Professional Service Contract (7-18-2024) Page 14

3. Contractor Qualifications and Requirements.

a. Licensing. The Contractor shall for the duration of this Contract retain at least one (1) certified Dietician and food handler permits for all Contractor Personnel. Contractor shall submit copies of food handler permits and certificate(s) for its Contractor Personnel, as required by law, DSHS policy, or under 246-217 WAC, to the DSHS Contract Manager prior to the delivery of any Services under this Contract. The Contractor also shall submit copies of all subsequent licenses, certification renewals, permits or changes directly to the Contract Manager.

b. Non-Disclosure of Confidential Information. Contractor Personnel will be required to sign the DSHS Agreement on Nondisclosure of Confidential Information – Non Employee (DSHS Form 03- 374B) prior to having any access to Client information which may be retrieved online at: Electronic DSHS Forms | DSHS (wa.gov).

c. RFQQ 2435-857. This Contract is a result of procurement number 2435-857, as referenced on Page 1 of this Contract, and is incorporated hereto.

4. Statement of Work. The Contractor shall provide the services and staff, and otherwise do all things necessary for or incidental to the performance of work, as set forth below:

a. Orders. On a daily or weekly basis, as agreed by the parties, the Facility Liaison shall transmit Orders to the Contractor as follows:

(1) Placement and Confirmation of Orders. The Facility Liaison shall notify the Contractor Contact of the number of Daily Meals and Dietary Meals to be delivered to the Facility for each Consumption Day covered by the Order. In addition to any phone notification, the Facility Liaison shall submit the Order via fax or email to the Contractor Contact, and the Contractor Contact shall confirm receipt of the Order. Facility Liaisons shall provide the Contractor at least 48 hours’ notice for Dietary Meals and the Contractor shall fulfill Dietary Meals within 48 hours of request.

(2) Contents of the Order. Orders may include multiple Daily Orders and shall include the number of Meals for each Consumption Day covered by the Order. Daily Orders shall be broken down by number of Regular Meals and Special Meals requested.

(3) Order Changes. The Facility Liaison may notify the Contractor of changes to the number or type of Daily Meals included in a Daily Order. Whenever possible, BHA shall provide at least 48 hours prior notice of requested changes.

Contractor will be available by phone to address any inquiries from BHA Staff regarding Services and training.

b. Preparation and Meal Planning. In response to each Order by BHA, the Contractor shall perform the following Services.

(1) General. Contractor shall perform all tasks required to prepare, cook, package and transport the Daily Meal Order to the Facility.

(2) Daily Meal Components. Each Daily Meal shall consist of three (3) Meals, three (3) Snacks, and three (3) beverages per Consumption Day. Except in emergency situations, two of the Meals included in the Daily Meal shall be intended to be heated and served hot.

(3) Meal Quality. Each Daily Meal shall be wholesome and of a quality and quantity that meets https://www.dshs.wa.gov/office-of-the-secretary/forms?field_number_value&title=nondisclosure&=Apply https://www.dshs.wa.gov/office-of-the-secretary/forms?field_number_value&title=nondisclosure&=Apply

6013PF Custom Professional Service Contract (7-18-2024) Page 15

USDA and other applicable guidelines, the requirements of Executive Order 13-06 and Patient dietary requirements.

(4) Plans and Procedures. Contractor shall follow a Hazard Analysis Control Points (HAACP) plan and Sanitation Standard Operating Procedures (SSOP) plan compliant with FDA standards and USDA guidelines. Contractor shall provide copies of these plans upon request.

(5) Meal Packaging. Contractor shall prepare, cook, and package Food for Clients. Each package will display the Meal category (B-L-D-S). Packaging shall include Facility name, Consumption Date, expiration date, number of servings included in the package and nutrition information and ingredient labels.

(6) Meal Plan: Menus. Contractor shall provide Meals that appeal to a variety of tastes and shall utilize a 5-week menu cycle that is reviewed by its Dietician. Contractor shall accommodate requests by BHA for variations in Meal Plan, when possible.

(7) Transporting Meals. Contractor shall transport and deliver the Daily Meals in hotel pans or other large serving containers/serving ware and shall include written instructions for the heating and serving of the Meals.

(8) Transportation Breakdowns. Contractor shall provide and deliver cold Meal alternatives in the event of a Transportation emergency resulting in an inability to deliver the usual Daily Meal Order.

(9) Delivery Tickets. Upon delivery, Contractor shall provide a receipt that includes delivery times, Food temperature recordings and number of Meals including broken down by number of Regular Meals and Special Meals.

(10) Collection of Soiled Containers. At each delivery, Contractor shall collect the soiled containers it used for packaging and delivery of Meals. Contractor shall wash and sanitize these containers at the Contractor location prior to reuse.

(11) Special Menu Items. Whenever possible, the Contractor shall accommodate BHA requests for Special Menu Items not listed in the Contractor’s menu.

(a) BHA shall submit requests for Special Menu Items at least one week in advance of the Consumption Day.

(b) The Facility Liaison shall direct requests to the Contractor’s Kitchen Manager. The Facility Liaison and the Kitchen Manager shall mutually agree on the items to be provided.

c. A link to Contractor’s Menu is provided below:

5. Performance Tracking; Performance Outcome Measures. The Contract Manager shall track and evaluate the Contractor’s performance based upon some or all of the service requirements set forth in Section 4, Statement of Work. In addition, the Contractor’s performance may be reviewed based upon the following outcome measures:

a. The timeliness of the Contractor’s Service.

b. The quality of the Contractor’s Food and Services based upon any feedback received from Patients and BHA Staff, including but not limited to the performance of the Dietician.

c. The Contractor’s responsiveness to Facility requirements, including but not limited to Special Meal

6013PF Custom Professional Service Contract (7-18-2024) Page 16 requests.

6. Notices and Communications. All notices, demands, requests, or other communications required to be given or sent by Contractor or Facility in connection with this Agreement shall be directed, as appropriate, via email to the DSHS Contract Manager, the Contractor Contract, and, with respect to notices and demands pertaining to a dispute, default or termination under this Contract, shall be copied to the BHA Contracts Office (bhacontracts@dshs.wa.gov). Communication regarding Daily Meal coordination shall be between the Contractor and the Facility Liaisons. The Contract Manager shall provide the Contractor written notification via email a list of all Facility Liaisons.

7. Consideration. Total consideration payable to Contractor for satisfactory performance of the Services provided under this Contract is up to the maximum contract amount set forth on page 1 of this Contract, or on page 1 of the most recent amendment to this Contract and shall include any and all expenses.

Payment shall be based on the following:

a. Daily Meal Rates. The Contractor shall be entitled to charge BHA for actual number of Daily Meals delivered, based upon the following rates: effective October 1, 2024:

Diet Type Charge Per Meal

Base Charge (3 Meals per Day per Patient)

Estimated Number of Daily Meals

Estimated Dailey Charge

Estimated Monthly Charge

Regular Meal

$ $ XX $ $

Special Meal

$ $ X $ $

b. Rate Adjustments. Daily Meal Rates are effective October 1, 2024 and shall remain in effect for

12 months. The Contractor may request a rate adjustment annually thereafter. Annual rate adjustment requests shall not exceed three (3) percent of the current Daily Meal Rates. Contractor shall provide the Contract Manager with one (1) month advance written notice of proposed annual rate adjustment. The parties shall enter into an amendment to document any agreed upon annual rate adjustments.

c. Charges Inclusive of all Costs. The Daily Meal Rate includes all resources required to provide the Services described in Section 4, Statement of Work, including but not limited to Food and beverage costs,…